WE PROPOSE A RESEARCH PROGRAM INVOLVING TWO CONVENTIONAL BALLOON FLIGHTS FROM FT. SUMNER NM TO STUDY DEBRIS DISKS OF FIVE STARS.THESE EXPERIMENTS INCREMENTALLY BUILD ON PREVIOUS FLIGHT-PROVEN SUBSYSTEMS WITH A GOAL OF CONDUCTING FUNDAMENTAL SCIENCE WHILEMATURING KEY EXOPLANET TECHNOLOGIES.FLIGHT ONE WILL USE AN 0.6 M OFF-AXIS TELESCOPE SYSTEM IN CONJUNCTION WITH A VISIBLE NULLING CORONAGRAPH TO DIRECTLY IMAGE ALPHA LYR DELTA DRA AND EPSILON ERI. THE FLIGHT-PROVEN WASP GONDOLA ALONG WITH A FINE POINTING SYSTEM FLIGHT-PROVEN ABOARD OUR SOUNDINGROCKET PROGRAM WILL COMPLETE THE EXPERIMENT COMPLEMENT.IN FLIGHT TWO A FIELD-PROVEN VECTOR VORTEX CORNAGRAPH WILL REPLACE THE NULLING CORONAGRAPH AND A FIELD-PROVEN INTEGRAL FIELD DETECTOR THE MKID WILL REPLACE THE SCIENCE CAMERA OF THE FIRST FLIGHT. THE PLANNED TARGETS FOR THE SECOND FLIGHT ARE ALPHA AQL TAU CET ANDEPSILON ERI. WITH CONSERVATIVE PERFORMANCE ESTIMATES WE EXPECT TO OBTAIN AN IMAGE OF EPSILON ERI IN THE SECOND FLIGHT AS WELL ASSOME SPECTRAL CHARACTERISTICS. SEVERAL OTHER TARGETS ARE AVAILABLE AND WILL BE SELECTED IF/AS TIME PERMITS. OUR SIMULATIONS INDICATE THETANTALIZING POSSIBILITY OF OBTAINING A DIRECT IMAGE OF THE SUGGESTED EPSILON ERI B. IF SUCCESSFUL IT WILL PRODUCE ONE OR MORE IMAGES OFJUPITER-LIKE PLANETS AROUND SUN-LIKE STARS.WITH A DELIBERATE APPROACH OF STEPWISE MATURING KEY ENABLING TECHNOLOGIES WHILE DEMONSTRATING IMPORTANT SCIENCE RESULTS PLANETARYIMAGING CONCEPT TESTBED USING A RECOVERABLE EXPERIMENT - CORONAGRAPH (PICTURE C ) WILL FIRMLY PUT US ON THE PATH TOWARDSREALIZING THE GOAL OF CHARACTERIZING PLANETS IN THE HABITABLE ZONE. IN THE SHORT-TERM IT WILL FLIGHT DEMONSTRATE HIGH PRIORITY TECHNOLOGIESENDORSED BY THE AFTA AND STDT STUDIES.